Nel ASA

Share Issue/Capital Change • Nov 27, 2014

NEL - Contemplated private placement

NEL - Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, 27 November 2014

NEL ASA (the "Company", ticker "NEL") has retained Carnegie AS (the "Manager")

to advise on and effect an undocumented private placement of new shares directed

towards Norwegian and international investors after the close of Oslo Stock

Exchange today (the "Private Placement").

In the Private Placement, the Company is offering up to 50 million new shares

(the "Offer Shares"), representing 14.75% of the outstanding capital of the

Company. The price in the Private Placement will be determined through an

accelerated bookbuilding process. The minimum order in the Private Placement has

been set to NOK 1 million.

The net proceeds from the Private Placement will be used to fund strategic

growth initiatives within the Company's business, including inorganic growth

opportunities.

The bookbuilding period for the Private Placement opens today at 16:30 CET and

closes

28 November 2014 at 08:00 CET. The Manager may, however, at any time resolve to

close or extend the bookbuilding period at its sole discretion and on short

notice.

The Private Placement is conditional upon approval by an extraordinary general

meeting of the Company, expected to be held on or about 19 December 2014 (the

"EGM"). The Offer Shares will be settled through delivery versus payment

immediately following the EGM. The Offer Shares will be existing and

unencumbered shares that are already listed, borrowed by the Manager from

certain existing shareholders of the Company.

Contacts:

Carnegie AS - Equity Sales

+47 22 00 93 40

Lars Christian Stugaard

Acting CEO

+47 23 01 49 06 / +47 47 63 05 22

Lars.christian.stugaard@nel-hydrogen.com

About NEL:

NEL ASA is a leading global supplier of hydrogen technology for industrial /

energy purposes, and has made over 500 deliveries in more than 50 countries. The

company's main products are hydrogen production plants based on water

electrolysis, complete hydrogen stations for transport and renewable energy

storage solutions. The company has its roots from the hydrogen activities of

Norwegian Hydro, which dates back to 1927. The company also has a number of

patents related to tests for early detection and diagnosis of diseases.

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be,

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"). The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct a public offering

of the securities in the United States. Copies of this announcement are not

being made and may not be distributed or sent into Australia, Canada, Japan or

the United States. The issue, exercise, purchase or sale of subscription rights

and the subscription or purchase of shares in the Company are subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Manager assumes any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction. Carnegie is acting for the Company and no one else in connection

with the Private Placement and will not be responsible to anyone other than the

Company for providing the protections afforded to their respective clients or

for providing advice in relation to the rights issue and/or any other matter

referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

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